Not everybody can make the mac and cheese at holidays. It’s an art form, and it’s sacred boos. This Southern baked mac and cheese just might get you put in charge next year. I know folks have opinions about whether eggs belong in mac, but they sure belong in this one! I use five cheeses and bake it up with a golden top and a creamy middle. It’s got that firm, Southern, old-fashioned mac and cheese texture, but still gives you the best cheese pull. Get into it, boos.
This post may contain affiliate links. Read our disclosure policy.
Southern Baked Mac and Cheese Ingredients
- Pasta: Elbow macaroni is THE choice for mac, boos. It catches all the cheese in its curves. Small shells work too, but stick with a similar-sized pasta.
- Milk, heavy cream, and eggs: Grab evaporated milk, not sweetened condensed milk. Eggs give mac and cheese that firmer, custard-style texture. It’s still creamy inside, just less loose than stovetop mac.
- Cheeses: Sharp cheddar, Colby Jack, mozzarella, Velveeta, and cream cheese. Grate the cheddar, Colby Jack, and mozzarella from blocks for the smoothest melt. Cut the Velveeta into small cubes, and use softened, full-fat block cream cheese. I’ve swapped in Monterey Jack for Colby Jack before, and it’s delish!
- Butter: Cut the butter into small pieces so it melts easily into the warm macaroni.
- Seasonings: Black pepper and nutmeg balance out all that cheese and cream. But go easy on the nutmeg, y’all! This ain’t no dessert.
How To Make Baked Macaroni and Cheese with Eggs
These step-by-step photos show how to make old-fashioned baked mac and cheese, but be sure to check the recipe card below for the full ingredient list and detailed instructions. Skip to the → Baked Macaroni and Cheese Recipe
1. Cook the macaroni and stir in the butter and cream cheese
Cook the macaroni in salted water until just al dente, drain without rinsing, then stir in the butter and softened cream cheese while the pasta is warm until evenly incorporated.
2. Whisk together the milk and egg mixture
Whisk the evaporated milk, the first portion of heavy cream, eggs, black pepper, and nutmeg together until smooth, with no streaks of egg left.
PRO TIP: Let the macaroni cool slightly before adding the egg mixture. It should be warm, not piping hot, so the eggs don’t scramble.
3. Pour the milk and egg mixture over the macaroni
Stir gently until all the pasta is coated.
4. Fold in the cheese
Add the Velveeta, mozzarella, and the portions of cheddar and Colby Jack meant for the filling, then gently fold until the cheeses are evenly distributed.
5. Add the topping and remaining cream
Transfer the mixture to a lightly greased baking dish, scatter the reserved cheddar and Colby Jack over the top, and pour the remaining heavy cream evenly over the macaroni.
6. Bake your Southern mac and cheese until golden
Bake covered, then uncover to brown the top and finish cooking the center before letting the mac rest so it scoops up creamy and holds together.
Want to Save This Recipe, Boo?
I'll email this recipe to you, so you can come back to it later!
Full Baked Mac and Cheese with Eggs Recipe
Southern Baked Mac and Cheese Recipe
Want to Save This Recipe, Boo?
I’ll email this recipe to you, so you can come back to it later!
Ingredients
- 1 pound elbow macaroni
- 1 12 oz can evaporated milk
- 1 ½ cups heavy cream
- 2 eggs
- 2 ½ cups sharp cheddar shredded
- 1 ½ cups Colby Jack shredded
- 1 cup mozzarella shredded
- 8 oz Velveeta cheese cubed
- 4 oz cream cheese softened
- 6 tablespoons butter
- 1 teaspoon black pepper
- ⅛ teaspoon nutmeg
Instructions
- Preheat the oven to 350°F. Lightly grease a 9×13-inch baking dish.
- Bring a large pot of salted water to a boil. Cook the macaroni until just al dente, then drain well. Do not rinse.
- While the pasta is still warm, add the butter and softened cream cheese. Stir until melted and evenly incorporated.
- In a separate bowl, whisk together the evaporated milk, 1 cup heavy cream, eggs, black pepper, and nutmeg until smooth.
- Pour the milk-and-egg mixture over the warm macaroni and gently stir to combine. Add the Velveeta, mozzarella, 2 cups sharp cheddar, and 1 cup Colby Jack. Gently mix until everything is evenly distributed.
- Pour the macaroni mixture into the prepared baking dish. Sprinkle the remaining ½ cup sharp cheddar and ½ cup Colby Jack evenly over the top. Pour the remaining ½ cup heavy cream evenly over the macaroni.
- Cover tightly with foil and bake for 25 minutes. Remove the foil and bake for another 15 minutes, or until the top is golden and the center is hot and creamy.
- Remove from the oven and let rest for 10-15 minutes before serving.
Notes
How to Store
- Fridge: Portion leftovers into shallow airtight containers and refrigerate for up to 3-4 days. No need to leave the whole pan out until it’s completely cool, boos.
- Freezer: Pack cooled portions into freezer-safe containers and freeze for up to 2 months for the best texture. Label them with the date and thaw overnight in the fridge before reheating.
- Reheating: Add a splash of milk or cream, cover with foil, and warm in a 350°F oven until the center reaches 165°F. For a single serving, microwave in short bursts with a loose microwave-safe cover until heated through.
Nutrition
Recipe Tips
- Bite into a noodle before draining. It should be tender with a little firmness in the center, not crunchy or mushy. Don’t cook it past that, boos. It will keep cooking in the oven.
- Give the colander a good shake. Water hiding in the macaroni elbows can thin out the filling, so drain them well before they go into the bowl.
- Tent the foil over the cheese. Crimp it tightly around the edges of the dish, but leave a little room over the topping so it doesn’t stick and peel off with the foil.
- Check the center, not just the top. A golden crust doesn’t tell you whether the middle is ready, and baking too long can dry out creamy baked mac and cheese.
Serving Ideas
- Make It the Main: I often serve this as the main because it already has a lot going on. Add dirty greens, mustard greens, or coleslaw and call it dinner boos.
- Sunday Supper Side: This soul food mac and cheese also belongs next to fried pork chops, Nashville hot chicken, or fried cabbage.
- Holiday Table: Serve it alongside smothered turkey wings, cornbread dressing, cranberry sauce, and candied yams. Thanksgiving, Christmas, Easter… It’s a side worth making room for!
Recipe Help
Yep! Assemble it, cover tightly, and refrigerate for up to 24 hours before baking. A cold casserole needs extra oven time, so check the center before pulling it out.
If the center still looks like loose milk, it needs more baking time. Cover the top if it’s already browned. If it’s cooked through, let it finish resting before scooping. This mac should be creamy inside, but the liquid shouldn’t pool on your plate.
Overbaking can dry out the filling and make the cheese separate. Double-check that you used all the cream, including the portion poured over the top.
pinterest 
facebook 
twitter 
email
I’m not a fan of the nutmeg (I’ve used this recipe since last Christmas and I’m just figuring that out). Does the nutmeg have to be in there? Can the nutmeg be replaced with another ingredient or taken out?
You can certainly omit it.
Regarding “Grainy Texture”, could be if using packaged grated cheese? Many extra preservatives are used. Best to buy a Block of cheese and grate yourself. Always leave
cheese out at least an hour before cooking; and always cook cheese on medium heat & use a good whisk while stirring.
Can you make this the night before serving?
absolutely! Just place the casserole in the fridge before baking then bring back to room temperature before you bake.
Hello. If I want to double the serving size for a larger party should I just double all of the ingredients used? I made your recipe last year and loved it!
Yes I believe so. I haven’t doubled but it should be just fine.
I made this last year for Thanksgiving and plan on making it again this year. Can you do it a day in advance and then bake the next day? I think that’s what I did last year. It was a big hit.
Absolutely. Just bring it back to room temperature before you bake it.
Tried your recipe yesterday, getting in practice for Thanksgiving. The flavor was spot on, and we’re Mac n Cheese snobs, but it came out grainy. Any suggestions on what went wrong? Thinking it was the cheese or cook time.
The texture was grainy? That’s strange. You can always omit the eggs if you would like a smoother texture as well but make sure your cheese sauce is smooth before baking.
I’ve never used eggs in mac & cheese, but I know a lot of folks do. Can the eggs scramble a little if the pasta is warm when you stir them in & then the warm sauce goes in? Wondering if that’s the “grainy”. Or the cheese sauce got too hot on the stovetop & then the sauce “broke” in the oven. I’ve had that happen : /
my first time ever making this! it was wonderful. I followed the recipe as written including the nutmeg and mustard and pepper etc. Results; delicious. A keeper. But I think I over baked it trying to get that great crispy crust.It wasn’t dry, but just sort of gelled together as it cooled. Nonetheless, it was excellent and I had plenty to send to my neighbors. I am a very pleased Yankee!
4 stars only because the butter was way over the top in prepping the pan. Next time 1Tbsp is fine.
I have tried countless recipes searching for the perfect southern baked mac and cheese. Let me tell you… this is it! It’s perfection in a dish. This is the one that the lady brings to church and looks at you sideways when you ask for the recipe. This will be saved and passed down to my daughter as the ultimate mac and cheese! Thank you so much for sharing ☺️
Wonderful recipe! Because I am allergic to milk, I’ll be substituting home-made cashew milk. I call this recipe by “Southern Style.”
What’s the purpose of the egg? Can or should it be omitted?
It helps to bind this mac but that is a personal decision.